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HomeMy WebLinkAboutA8581 - BORREGO COMMUNITY HEALTHCompany Name: Company Contact: Summary of Services: Contract Price: Funding Source Contract Term Contract Administration Lead Department: Contract Administrator: CONTRACT ABSTRACT Borrego Community Health —Chuck Marbley Amendment Number 1: to the Memorandum of Understanding This program will be running in the mornings, serving the community at James O Jessie. The amendment adds providing flu shots to the community N/A One year — August 2020 through August 2021 Parks and Recreation Cynthia Alvarado -Crawford Contract/Amendment/CO Approvals Council Approval Date: N/A Agenda Item No./ Resolution No.: Agreement No: pv Contract Compliance Exhibits: Signatures: Insurance: Bonds Contract prepared by: Submitted on: 11/9/20 By: Cynthia Alvarado -Crawford V r`-' AMENDMENT NO. 1 TO RIGHT OF ENTRY AGREEMENT BETWEEN THE CITY OF PALM SPRINGS AND BORREGO COMMUNITY HEALTH FOUNDATION This Amendment No. 1 to the Right of Entry Agreement, ("Amendment No. 1"), is made and entered into as of this ' day of 2020, by and between the City of Palm Springs, a California charter city and municipal corporation, ("City") and Borrego Community Health Foundation, a California non-profit corporation, ("Grantee"). City and Grantee are sometimes herein referred to individually as "Party" and collectively as the "Parties". RECITALS WHEREAS, the City is the owner of that certain real property located at 480 W Tramview Road, Palm Springs, CA 92262 ("Property"), commonly known as the James O Jessie Desert Highland Unity Center, and WHEREAS, the Parties entered into an Agreement on September 17, 2020, wherein the City granted permission to Grantee, its employees, agents and subcontractors to enter the Property to provide drive-thru medical testing facilities Agreement, and WHEREAS, the Parties now wish to enter this Amendment No 1 to expand the scope of services provided by Grantee, to include providing flu shots to the community as well as other medical services as mutually agreed in writing by the Parties NOW, THEREFORE, in consideration of these promises and mutual obligations, covenants, and conditions, the Parties agree as follows. AGREEMENT SECTION 1. The true and correct recitals above are incorporated herein by this reference as the basis for this Amendment No. 1. SECTION 2. Section 1 Scope of the Agreement is hereby amended to read as follows - "City hereby grants permission to Grantee, its employees, agents and subcontractors to enter the Property and specifically the Parking Lot, for Grantee to provide drive -through COVID-19 testing, as well as flu shots and such other medical activities as mutually agreed to, in writing, by both Parties. Grantee shall provide City with 24 hours advanced written notice directed to the Director of Parks and Recreation so as to coordinate the use of the Parking 55575 18240\33406660 Lot and provide for traffic control. If Grantee will be providing a new medical activity, Grantee shall provide City with at least a seven- day written notice and City shall provide written confirmation of acceptance of the new medical activity." SECTION 3. Full Force and Effect. All terms, conditions, and provisions of the Operation Agreement, unless specifically modified herein, shall continue in full force and effect In the event of any conflict or inconsistency between the provisions of this Amendment No. 1 and any provisions of the Operation Agreement, the provisions of this Amendment No. 1 shall in all respects govern and control. From and after the date of this Amendment No 1, whenever the term "Agreement" or "Contract' appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. IN WITNESS WHEREOF, the Parties have executed this Amendment No.1 on the dates stated below. Dated:__�?� APPROVED AS TO FORM JeffKey S allin r, City Attorney Dated_ LII Q r/, /Z, Zd zo 55575 18240\33406660 "CITY" City of Palm Springs By. David H. Ready, Ci nager A. TT T: B . rc nthony J I jia, , ity Clerk Ar ROVFD BY CITY MANAGER 0 "GRANTEE" Borrego Community Health Foundation By: Nam : LLOC1� IUl Title* CEo (CAA,D Project: Borrego Community Health Site Location: James O. Jessie Desert Highland Unity Center RIGHT OF ENTRY AGREEMENT This Right of Entry Agreement ("Agreement") is made and entered into this -_day of -kin 20Lo, by and between the City of Palm Springs, a California charter city an6 municipal corporation ("City"), and Borrego Community Health Foundation, a California non-profit corporation, ("Grantee"). City owns the real property known as James O. Jessie Desert Highland Unity Center located at 480 W. Tramview Road, Palm Springs, CA 92262 ("Property") and Grantee would like to use the Centers parking lot for drive-thru medical testing facilities. 1. Scone. City hereby grants permission to Grantee, its employees, agents and subcontractors to enter the Property and specifically the Parking Lot, for Grantees drive-thru medical testing facilities, and for no other purpose. Grantee shall provide City with 24 hours advanced written notice directed to the Director of Parks and Recreation so as to coordinate the use of the Parking Lot and provide for traffic control. 2. Term. This Agreement will be effective on the date first written above and shall terminate on upon the termination of the current Covid-19 emergency, unless earlier terminate as set forth in this Agreement. 3. Compensation. Intentionally deleted. 4. Condition of Premises. During the term of this Agreement, Grantee is to avoid damaging or contaminating the Property, including any existing trees, landscaping or plants. 5. Termination. This Agreement may be terminated by either party upon three (3) days prior written notice to the other party or immediately by the City if it is determined that Grantee's actions are unsafe or a liability to the City. 6. Access to the Propertv. Grantee shall make every reasonable effort to keep access to the Property open at all times and shall not interfere with City's activities in any way. City agrees that during Grantee's testing times, City will direct others to additional parking for the Property. 7. Indemnification. Except as to any negligence or willful misconduct of a party, each party agrees to indemnify, defend and hold the other party, its officers and employees, harmless from and against all claims, damages, losses, liability, cost or expense, including attorney's fees, which arises out of or is in any way connected with this agreement and the use of the Property. Grantee will also ensure that they will properly dispose of all hazardous materials. The non -prevailing party shall also be responsible for any attorneys' fees incurred by the prevailing party in the event a party has to file any action in connection with this right of entry/agreement. The parties expressly agree that any payment, attorneys' fee, costs or expenses a party incurs or makes to or on behalf of an injured employee under either a self-administered workers' compensation plan or otherwise through an insurance policy is/are included as a loss, expense or cost for the purpose of this Section, and that this Section shall survive the expiration or early termination of this Agreement. 8. Workers' Compensation Insurance. By executing this Agreement, Grantee certifies that it is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers' compensation, or to undertake self-insurance before commencing any of the work. Grantee shall carry the insurance or provide for self-insurance required by California law to protect Grantee from claims under the Workers' Compensation Act. Prior to City's execution of this Agreement, Grantee shall file with City either (1) a certificate of insurance showing that such insurance is in effect, or that they are self -insured for such coverage, or (2) a certified statement that they have no employees, and acknowledging that if they do employ any person, the necessary certificate of insurance will immediately be filed with City. Any certificate filed with City shall provide that City will be given ten (10) days prior written notice before modification or cancellation thereof. 9. General Commercial Liability and Automobile Insurance. Prior to City's execution of this Agreement, Grantee shall obtain, and shall thereafter maintain during the term of this Agreement, commercial general liability insurance and automobile liability insurance as required to insure Grantee against damages for personal injury, including accidental death, as well as from claims for property damage, which may arise from or which may concern operations by anyone directly or indirectly employed by, connected with, or acting for or on behalf of Grantee. The City, and its officers, employees and agents, shall be named as additional insureds under the Contractor's insurance policies. All liability insurance shall be issued by insurance companies authorized to transact liability insurance business in the State of California with a policy holder's rating of A or higher and a Financial Class of VII or higher. Grantee's commercial general liability insurance polices shall cover both bodily injury (including death) and property damage (including, but not limited to, premises operations liability, products -completed operations liability, independent contractor's liability, personal injury liability, and contractual liability) in an amount not less than $1,000,000 per occurrence and a general aggregate limit in the amount of not less than $2,000,000, unless otherwise approved or reduced by the City's Risk Manager ("Risk Manager"), or his designee. Grantee's automobile liability policy shall cover both bodily injury and property damage in an amount not less than $1,000,000 per occurrence unless otherwise approved or reduced by the Risk Manager, or his designee. These minimum amounts of coverage shall not constitute any limitation or cap on Grantee's indemnification obligations under Section 7 hereof. 2 Prior to City's execution of this Agreement, copies of insurance policies or original certificates and additional insured endorsements evidencing the coverage required by this Agreement, for both commercial general and automobile liability insurance, shall be filed with City and shall include the City and its officers, employees and agents, as additional insureds. Said policies shall be in the usual form of commercial general and automobile liability insurance policies, but shall include the following provisions: It is agreed that the City of Palm Springs, and its officers, employees and agents, are added as additional insureds under this policy, solely for work done by and on behalf of the named insured for the City of Palm Springs. The policies shall not be canceled unless thirty (30) days prior written notification of intended cancellation has been given to City by certified or registered mail, postage prepaid. The City, its officers, employees and agents make no representation that the types or limits of insurance specified to be carried by Grantee pursuant to this Agreement are adequate to protect Grantee. If Grantee believes that any required insurance coverage is inadequate, they will obtain such additional insurance coverage as it deem adequate, at its sole expense. 10. Venue. Any action at law or in equity brought by any of the parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in the superior court in the County of Riverside, State of California, and the parties hereby waive all provisions of law proving for a change of venue in such proceedings to any other county. 11. Nondiscrimination. During Grantee's performance of this Agreement, it shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition, including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex, genetic information, gender, gender identity, gender expression, sexual orientation, or military or veterans status in the selection and retention of employees and subcontractors and the procurement of materials and equipment, except as provided in Section 12940 of the California Government Code. Further, Grantee agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement. 12. Notices. Service of any notices, bills, invoices or other documents required or permitted under this Agreement shall be sufficient if sent by one party to the other by United States mail, postage prepaid and addressed as follows. City City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 Attn: David Ready Phone: 760-323-8299 Grantee Borrego Community Health Foundation P.O. Box 2369 Borrego Springs, California 92004 Attention: Chuck Marbley Phone: 760-507-3310 ext.6224 13. Assignment. It is mutually understood and agreed that this Agreement is personal to Grantee and shall be binding upon Grantee and its successors and may not be assigned or transferred in any way. Any transfer shall be void and of no effect. 14. Authority. The individuals executing this Agreement each represent and warrant that they have the legal power, right and actual authority to bind their respective entities to the terms and conditions hereof and thereof. 15. Severability. Each provision, term, condition, covenant, and/or restriction, in whole and in part, in this Agreement shall be considered severable. In the event any provision, term, condition, covenant, and/or restriction, in whole and/or in part, in this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, condition, covenant, and/or restriction, of this Agreement and the remainder of the Agreement shall continue in full force and effect. [Signatures on following page.] 4 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date and year first written above. CITY OF Palm Springs By -�% David H. Ready (1 Palm Springs v City Manager APPROVED AS TO FORM: By: ity Attorney 07/03/20 GRANTEE By: Name: Mikia Wallis, Chief Executive Officer Its: Borrego Health By:_ Name: Its: ATTEST: By: 4"4, P6-CZT &ytlerk APPROVED BY CITY MANAGER $8SS!